AGREEMENT AND PLAN
OF
REORGANIZATION
Dated December 11, 1996
By and Among
Globus International Resources Corp.,
Shuttle International, Ltd.,
and
Xxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxx Xxxx
Xxxxxx Xxxxxxxx
AGREEMENT AND PLAN OF REORGANIZATION dated December 11, 1996 (the
"Agreement") by and among Globus International Resources Corp. a Nevada
corporation (the "Purchaser"), Xxxx Xxxxxx ("Xxxxxx"), Xxxxx Xxxxxx
("Pisman"), Xxxxxx Xxxx ("Xxxx"), Xxxxxx Xxxxxxxx ("Xxxxxxxx"). (Greene,
Pisman, Xxxx and Lebovich are hereinafter collectively referred to as
the "Sellers"), and Shuttle International, Ltd., ("Shuttle"), a New York
Corporation.
WHEREAS, the Purchaser desires to acquire all of the outstanding shares
of capital stock of Shuttle; and
WHEREAS, the Sellers, the sole shareholders of the Shuttle desire to
sell their shares of capital stock to the Purchaser;
NOW, THEREFORE, in consideration of the agreements hereinafter
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
ARTICLE I
THE TRANSACTION
1.1 Shuttle Shares. Upon the terms and subject to the conditions
hereinafter set forth, at the Closing, the Sellers shall sell, transfer and
deliver to Purchaser and Purchaser shall acquire from the Sellers, all of their
shares of Common Stock of Shuttle, as set forth opposite their names on Exhibit
1.1 hereto, being all of the issued and outstanding shares of capital stock of
Shuttle as
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of the date hereof (collectively, the "Shuttle Shares"), free and clear of all
liens, pledges, encumbrances, charges and claims thereon. Certificates
evidencing the Shuttle Shares and or other evidence of ownership where stock
certificates have not been formally issued, will be delivered to Purchaser duly
endorsed in blank or accompanied by appropriate stock powers and/or transmittal
forms, endorsed in blank. It is the intention of the parties that this
transaction qualify as a statutory merger pursuant to Section 368(a) of the IRS
Code of 1986, as amended.
1.2 Purchase Price. Upon the sale, transfer and delivery to Purchaser by
Sellers of the Shuttle Shares as set forth in Section 1.1, and in consideration
therefor, Purchaser shall deliver to the Sellers (and among them in proportion
to their ownership of the Shuttle Shares) certificates evidencing an aggregate
of 2,500,000 shares of Purchaser's Common Stock, par value $.001 per share in
the names and denominations as set forth on Exhibit 1.2 hereto.
1.3 Restrictive Legend. Each Seller understands that the shares of
Purchaser's common stock to be issued in accordance with the terms of this
Agreement shall bear the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY BE SOLD, TRANSFERRED OR ENCUMBERED ONLY PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A
NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND
EXCHANGE COMMISSION OR PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
UNNECESSARY.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHUTTLE AND THE SELLERS
Shuttle and the Sellers represent and warrant to the Purchaser as
follows:
2.1 Corporate Organization. Shuttle is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York
and has the requisite corporate power and authority to carry on its business as
it is now being conducted.
2.2 Capitalization. The authorized capital stock of Shuttle consists of
1,000 shares of common stock, no par value and there is no other capital stock
authorized for issuance. As of the date hereof 221 shares of common stock were
validly issued and outstanding, fully paid and non assessable and no shares were
reserved for issuance nor were there outstanding any options, warrants,
convertible instruments of other rights, agreements, or commitments (contingent
or otherwise) obligating Shuttle to issue shares of capital stock.
2.3 Authority Relative to This Agreement. This Agreement has been duly
and validly executed and delivered by Shuttle and constitutes a valid and
binding Agreement of Shuttle and is enforceable in accordance with its terms.
Shuttle has all requisite corporate power and authority to enter into this
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Agreement and its doing so has been duly and sufficiently authorized.
2.4 Absence of Breach; No Consents. The execution, delivery and
performance of this Agreement, and the performance by Shuttle of its obligations
hereunder, do not (1) conflict with or result in a breach of any of the
provisions of the Articles of Incorporation or Bylaws of Shuttle; (2) to its
knowledge, contravene any law, ordinance, rule or regulation of any State or
Commonwealth or political subdivision of either, or of the United States, or of
any applicable foreign jurisdiction, or contravene any order, writ, judgment,
injunction, decree, determination, or award of any court or other authority
having jurisdiction, or cause the suspension or revocation of any authorization,
consent, approval, or license, presently in effect, which affects or binds
Shuttle or any of its material properties, except in any such case where such
contravention will not have a material adverse effect on the business condition
(financial or otherwise), operations, or prospects of Shuttle, taken as a whole,
and will not have a material adverse effect on the validity of this Agreement;
(3) conflict with or result in a material breach of or default under any
material indenture or loan or credit agreement or any other material agreement
or instrument to which Shuttle is a party or by which it or any of its material
properties may be affected or bound; (4) to its knowledge, requires the
authorization, consent, approval or license of any third party; or (5) to its
knowledge,
4
constitutes grounds for the loss or suspension of any permits, licenses or other
authorizations used in the business of Shuttle.
2.5 Taxes. Shuttle has duly filed or caused to be filed all federal,
state, county and municipal tax returns, reports and declarations which are
required to be filed and has paid or has made full and adequate provision for
payment of all federal, state, local and foreign income and other taxes properly
due for the periods covered by such returns, reports, and declarations.
2.6 Proprietary Rights. Shuttle possess full ownership of, or adequate
and enforceable long term licenses or other rights to use, all trade secrets,
copyrights, patents, trademarks, service marks, and all similar types of
intangible property developed, created or owned by Shuttle or used in connection
with its business (the "Proprietary Rights"); Shuttle has not received any
notice of conflict which asserts the rights of others with respect thereto; and
Shuttle has in all material respects performed all of the obligations required
to be performed by it, and is not in default in any material respect, under any
agreement relating to any Proprietary Rights.
2.7 Ownership of Assets. To its knowledge Shuttle has good, marketable
and insurable title, or valid effective and continuing leasehold rights in the
case of leased property, to all real property (as to which, in the case of owned
property, such title is
5
fee simple) and all personal property owned or leased by it or used by it in the
conduct of its business in such a manner as to create the appearance or
reasonable expectation that the same is owned or leased by it; such ownership is
free and clear of all liens, claims, encumbrances and charges, except liens for
taxes not yet due and minor imperfections of title and encumbrances, if any,
which, singly and in the aggregate, are not substantial in amount and do not
materially detract from the value of the property subject thereto or materially
impair the use thereof; no other person has any ownership or similar right in,
or contractual or other right to acquire any such right in, any of such assets.
Shuttle does not know of any potential action by any party, governmental or
other and no proceedings with respect thereto have been instituted of which
Shuttle has notice that would materially effect Shuttle's ability to use and to
utilize each of such assets in its business. Shuttle has received no notices
from any mortgagee regarding any leased properties of Shuttle or the leasehold
interest.
2.8 Litigation. (a) No material investigation or review by any
governmental entity with respect to Shuttle is pending or, to the best knowledge
of Shuttle, threatened (other than inspections and reviews customarily made of
businesses such as that of Shuttle) nor has any governmental entity indicated to
Shuttle an intention to conduct the same; and (b) there is no action, suit, or
proceeding pending or, to Shuttle's knowledge, threatened against
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Shuttle which would or could affect Shuttle's obligations under this Agreement,
its business, the assets, the Proprietary Rights, or the interest of Shuttle
therein. Shuttle is not aware of any fact, condition, event or circumstance upon
which any claim, judgment, order, proceeding or governmental investigation
against and adversely affecting it, its business, assets or Proprietary Rights
might reasonable be based.
2.9 Compliance with Laws. To its best knowledge, Shuttle is operating
its business in compliance with all laws, regulations and orders and has
obtained all governmental permits, licenses or authorizations, if any, required
for the conduct of its business.
ARTICLE III
REPRESENTATION AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the Seller:
3.1 Corporate Organization. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has the corporate power to carry on its business as now conducted.
3.2 Capitalization. The authorized capital stock of the Purchaser
consists of 50,000,000 shares of common stock, $.001 par value and there is no
other capital stock authorized for issuance.
7
As of the date hereof, including the Globus Shares to be issued to Sellers
herewith, 3,708,860 shares of common stock were validly issued and outstanding,
fully paid and non assessable. With the exception of up to 670,000 shares of
common stock reserved for issuance in connection with an offering of Purchaser's
securities pursuant to Rule 504 of Regulation D of the Securities Act of 1993,
as amended, no other shares are reserved for issuance nor are there any
outstanding options, warrants, convertible instruments or other rights,
agreements, or commitments (contingent or otherwise) obligating the Purchaser
to issue shares of capital stock.
3.3 Authority Relative to This Agreement. The Purchaser has the
requisite corporate power and authority to enter into this Agreement and to
carry out their obligations hereunder. The execution and delivery of this
Agreement have been duly authorized and approved by the requisite level of
corporate authority of Purchaser and no other corporate proceedings on its part
is necessary to approve and adopt this Agreement.
3.4 Absence of Breach: No Consents. The execution, delivery and
performance of this Agreement, and the performance by the Purchaser of its
obligations hereunder, do not (1) conflict with or result in a breach of any of
the provisions of the Articles of Incorporation or Bylaws of the Purchaser; (2)
to its knowledge, contravene any law, ordinance, rule or regulation of any State
or Commonwealth or political subdivision of either or of the United
8
States, or of any applicable foreign jurisdiction, or contravene any order,
writ, judgment, injunction, decree, determination, or award of any court or
other authority having jurisdiction, or cause the suspension or revocation of
any authorization, consent, approval, or license, presently in effect, which
affects or binds the Purchaser or any of its material properties, except in any
such case where such contravention will not have a material adverse effect on
the business condition (financial or otherwise), operations, or prospects of the
Purchaser, taken as a whole, and will not have a material adverse effect on the
validity of this Agreement; (3) conflict with or result in a material breach of
or default under any material indenture or loan or credit agreement or any other
material agreement or instrument to which the Purchaser is a party or by which
it or any of their material properties may be affected or bound; (4) to its
knowledge require the authorization, consent, approval or license of any third
party; or (5) to its knowledge constitute grounds for the loss or suspension of
any permits, licenses or other authorizations used in the business of the
Purchaser.
ARTICLE IV
MISCELLANEOUS
4.1 Brokers and Expenses. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on directly by the
Purchaser with Sellers, without the
9
intervention of any broker, finder, investment banker or other third party.
Sellers agree that they will indemnify the Purchaser against and in respect to
any and all damages, losses, liabilities and expenses, including attorneys'
fees, which may be incurred by the Purchaser as a result of any claims asserted
against the Purchaser by any broker or other person on the basis of any
arrangements OR agreements made or alleged to have been made by Sellers; and the
Purchaser agrees that it will indemnify Sellers in respect of any and all
damages, losses, liabilities and expenses, including attorney's fees, which may
be incurred by Sellers as a result of any claims against Sellers by a broker or
other person on the basis of any arrangements or agreements made or alleged to
have been made by Purchaser.
Each party hereto shall pay its own expenses and costs incident to the
preparation of this Agreement and to the consummation of the transactions
contemplated herein.
4.2 Notices. All notices, requests, instructions, or other documents to
be given hereunder shall be in writing and sent by registered mail:
If to Purchaser, to:
Globus International Resources Corp.
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
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with a copy to:
Xxxxxx X. Xxxxx, Esq.
Xxxxxxx Xxxxxxxxxx
Xxxxxx Xxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and if to Xxxxxx, Xxxxxx and Xxxx,
to each of them at:
Globus International Resources Corp.
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and if to Lebovich, to:
Xxxxxx Xxxxxxxx
0000 Xxxx 0xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
The parties may change the persons and addresses to which the notices or
other communications are to be sent by giving written notice of any such change
in the manner provided herein for giving notice.
4.3 Jurisdiction. This Agreement shall be controlled, construed and
enforced in accordance with the laws of the State of California.
4.4 Assignment. This Agreement shall not be assignable by either party
without the prior written consent of the other.
4.5 Headings. All paragraph headings herein are inserted for convenience
only. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, which
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together shall constitute one and the same instrument.
4.6 Entire Agreement. This Agreement sets forth the entire understanding
between the parties, there being no terms, conditions, warranties or
representations other than those contained herein and no amendments hereto shall
be valid unless made in writing and signed by the parties hereto.
4.7 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the heirs, executors, administrators and assigns
of Sellers and upon the successors and assigns of the Purchaser.
(THIS SPACE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this
agreement as of the date and year first written above.
Globus International Resources Corp.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx, President
Shuttle International, Ltd.
By: /s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx, President
/s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxx Xxxx
---------------------------------
Xxxxxx Xxxx
/s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx
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Shuttle International, Ltd.
Shareholders
Name Shares
---- ------
Xxxx Xxxxxx 67
Xxxxx Xxxxxx 66
Xxxxxx Xxxx 66
Xxxxxx Xxxxxxxx 22
Exhibit 1.1
Globus International Resources Corp.
Shares to be Issued in Exchange for
Shares of Shuttle International, Ltd.
Shareholders
Name Shares
---- ------
Xxxx Xxxxxx 750,000
Xxxxx Xxxxxx 750,000
Xxxxxx Xxxx 750,000
Xxxxxx Xxxxxxxx 250,000
Exhibit 1.2
